In re: National Airlines, Inc., a Delaware corp., Chapter 11, Debtor

Case No. 00-19258-LBRUnited States Bankruptcy Court, D. Nevada
November 20, 2002

Laurence M. Frazen, Esq., BRYAN CAVE LLP., Kansas City, Missouri, Special Counsel for National Airlines, Inc.

James Shea, Esq., SHEA CARLYON, LTD., Las Vegas, NV., Local Counsel for National Airlines, Inc.

ORDER AUTHORIZING DEBTOR TO REJECT CERTAIN EXECUTORY CONTRACTS (AIRCRAFT AND ENGINE LEASES)
LINDA RIEGLE, United States Bankruptcy Judge

This matter having come before the Court (the “Hearing”) pursuant to the Motion of NATIONAL AIRLINES, INC. (“Debtor”), for Order Authorizing Debtor to Reject Certain Executory Contracts, pursuant to § 365(a) of the Bankruptcy Code. Accordingly, the Court hereby finds as follows:

1. The Debtor leases a fleet of Boeing 757 aircraft and spare engines pursuant to leases described on Exhibit A attached hereto (the “Leases”).

2. Since the Debtor has ceased operations, the Leases are of no value to the estate.

3. To the extent the Leases have not been terminated by the lessors under the Leases or by operation of law, the Debtor is hereby authorized and directed to reject the Leases pursuant to 11 U.S.C. § 365(a).

4. The rejection of the Leases and the entry of this Order shall in no way constitute a waiver of or in any way affect the rights of the lessors under the Leases, including, but not Limited to, their rights to assert pre- and post-petition claims and their rights to file with the FAA any pre-signed lease termination certificates originally delivered by Debtor at the time of closing of any original Leases, which filing is hereby authorized and approved.

5. The Debtor is authorized and directed to execute and deliver to the lessors any all additional documents and to take any and all additional steps which the lessors may reasonably request as necessary to confirm the termination of the Leases and to terminate the Leases of record with the FAA including, but not limited to, the delivery of executed lease termination certificates in form and substance acceptable to the FAA for recording purposes.

6. The authorization contained herein to reject the Leases of the spare engines is prospective only and will not become effective unless and until the spare engines are returned to the lessors, provided, however, that this order does not impose liability on owners of aircraft for rent due under Leases of spare engines.

7. All persons or entities in possession or control of any parts or equipment belonging to the lessors or constituting part of the leased aircraft or leased engines are authorized and directed to return same to the lessors owning same. Nothing herein shall be a determination of who shall bear the cost of such returns. Additionally, nothing herein shall be interpreted to effect or determine the validity, extent or priority of any lien or interest in or to any aircraft, parts or equipment. The stays of 11 U.S.C. § 362 are hereby modified to allow the aircraft and engine lessors and any holder of a lien or interest in such property to preserve and pursue all of their rights and remedies with respect such property.

EXHIBIT A LEASES TO BE REJECTED

Beneficial Owner, If Engine Serial Engine Serial
Lease Tail No. Applicable Owner/Trustee Airframe Serial Number #1 Number #2
Date Number
_____________________________________________________________________________________________________________________________________
04/06/00 N506NA C.I.T Leasing Corp. C.I.T. Leasing Corp. 24771 30748 30737

11/05/98 N508NA Sunrock Aircraft Corp. Wells Fargo Bank NW 26244 31240 31241
Limited National Ass’n

05/24/99 N512NA Boullioun Aircraft Wells Fargo Bank NW 26962 30823 30832
Holding Co., Inc. National Ass’n

08/16/99 N513NA Unicapital Air Group, Wells Fargo Bank NW 23895 30607 30605
Inc. National Ass’n

Mortgagee:
The CIT Group/Equipment
Financing, Inc.

Junior Mortgage:
International Lease Finance
Corporation

06/08/99 N517NA MSA I MSA I 24260 30674 30677
c/o Ansett Worldwide c/o Ansett Worldwide
Aviation, U.S.A. Aviation, U.S.A.

06/03/99 N521NA Pegasus Aviation I, Inc. 25592 30820 30840

12/28/99 N522NA Pegasus Aviation V, Inc. 25133 30800 30801

11/21/01 N523NA International Lease 30043 31721 31722
Finance Corp.

03/08/00 N526NA Aries Aircraft Wells Fargo Bank NW 24794 30746 30747
Leasing, Ltd. National Ass’n

04/30/99 N757NA AWMS I Ansett Worldwide 24567 30689 30725
Aviation U.S.A.

03/14/01 N542NA Sunrock Aircraft Wells Fargo Bank NW 26245 31246 31242
Corp., Ltd.

06/14/99 N544NA Pembroke 29942 Wilmington Trust Co. 29942 31648 31651
Limited

06/14/99 N545NA Pembroke 29944 Wilmington Trust Co. 29944 31658 31659
Limited

06/14/99 N546NA Pembroke 29945 Wilmington Trust Co. 29945 31660 31661
Limited

06/14/99 N547NA Pembroke 29946 Wilmington Trust Co. 29946 31662 31663
Limited

03/29/02 N543NA International Lease 28161 31425 31426
Finance Corp.

05/14/02 N549NA Triton Aviation Int’l Wells Fargo Bank NW 24544 30752 30751
LLC National Ass’n

Security Trustee
Bankers Trust Co.

Owner Participant:
International Lease
Finance Corp.

05/22/02 N551NA Owner Participant: IAI X, Inc. 25621 30827 30828
International Lease
Finance Corp.

05/25/99 Engine Rolls Royce RRPF Engine Leasing 30766
Limited

8/16/99 Engine Rolls Royce RRPF Engine Leasing 31380
Limited

12/21/01 Engine Willis Lease Wells Fargo Bank NW 30738
Finance National Ass’n